Before bringing a website developer on board, you need to negotiate and draft a website development agreement.
The importance of a written website development agreement cannot be overstated. Without an agreement that addresses ownership of intellectual property created by a third-party developer, the presumption is that the developer, as its creator, owns all such intellectual property. See 17 USC §201(a).
Given this presumption, a website development agreement must contain detailed provisions on ownership of the finished website and all underlying work product.
And website development shouldn’t be an open-ended process. In negotiating a website development agreement, have a well-defined concept of how the website will look and what it will do.
The website development agreement should be in writing and clearly identify
- the responsibilities of each party,
- when items must be delivered or services performed,
- how much development will cost and when payments are due, and
- who will own the materials developed under the agreement.
The agreement should include—typically as an exhibit, so that it can be amended and updated as needs change—a detailed description (often called the “functional specification”) of how the website will look and how it will function. The parties should include drawings, diagrams, images—anything that will help describe the desired end product.
Both sides will benefit from a complete, well-written contract: Developers will know exactly what they need to do, and when, to get paid, and you or your client will have a clear articulation of the website to be produced under the agreement.
For much more information on website development agreements, including a sample form agreement, turn to CEB’s Internet Law and Practice in California, chapter 5. Just starting your practice and realizing you need a website? Get practical advice from someone who’s been there in CEB’s program Launching a Successful Law Practice, available On Demand.
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